U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended:  June 30, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
         EXCHANGE ACT
         For the transition period from _______________ to ________________


                         Commission file number 0-30721

                               IPEC HOLDINGS INC.
        (Exact name of small business issuer as specified in its charter)

                 NEVADA                                   87-0621339
    (State or other jurisdiction of                     (IRS Employer
     incorporation or organization)                   Identification No.)

    RD #3, BOX 7-A, NORTHGATE INDUSTRIAL PARK, NEW CASTLE, PENNSYLVANIA 16105
                    (Address of principal executive offices)

                                 (800) 377-4732
                           (Issuer's telephone number)

                                 NOT APPLICABLE
         (Former name, former address and former fiscal year, if changed
                               since last report)


     State the number of shares outstanding of each of the issuer's classes
              of common equity, as of the latest practicable date:

            9,972,912 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                  JUNE 30, 2002


 Transitional Small Business Disclosure Format (check one):   Yes       No   X
                                                                 -----    -----


<PAGE>


                               IPEC HOLDINGS, INC.
                                 Balance Sheets
<TABLE>
<CAPTION>
                                                               June 30, 2002          December 31,
                                                                (Unaudited)              2001
                                                              ---------------      ----------------
<S>                                                           <C>                  <C>
                      Assets
 Cash                                                         $       33,221       $     1,014,381
 Accounts Receivable, less reserves for                            1,806,098               858,485
    bad debts of $203,290 and $140,273
    in 2002 and 2001
 Other Receivables                                                    76,790               100,925
 Inventory                                                         2,325,694             1,849,513
 Prepaid Expenses                                                     80,852                36,288
                                                              ---------------      ----------------
                   Current Assets                                  4,322,655             3,859,592
                                                              ---------------      ----------------

 Land                                                                119,374               110,036
 Buildings and Equipment                                          15,073,898            14,005,019
 Construction In Progress                                          1,424,528             1,273,512
 Accumulated Depreciation                                         (5,382,757)           (4,720,668)
                                                              ---------------      ----------------
          Property, Plant & Equipment, Net                        11,235,043            10,667,899
                                                              ---------------      ----------------

 Patents, less accumulated amortization of                           314,361               320,771
    $60,566 and $55,791 in 2002 and 2001
 Other Assets                                                          9,175                 3,868
                                                              ---------------      ----------------
                    Other Assets                                     323,536               324,639
                                                              ---------------      ----------------
                    Total Assets                              $   15,881,234       $    14,852,130
                                                              ===============      ================

        Liabilities and Shareholders' Equity

 Accounts Payable                                             $      922,141       $       778,662
 Accrued Liabilities                                                 198,170                73,085
 Taxes Payable                                                       143,469                25,055
 Accrued Interest                                                      6,085                 6,085
 Notes Payable - Current Portion                                   3,067,199             2,990,727
 Bank Line Of Credit                                               2,365,000             2,260,000
                                                              ---------------      ----------------
                Current Liabilities                                6,702,064             6,133,614
                                                              ---------------      ----------------

 Capital Lease Obligation                                            301,486               369,171
 Notes Payable - Long Term                                         4,646,337             4,096,418
 Amounts Due to Related Parties                                          -                 700,000
                                                              ---------------      ----------------
               Long Term Liabilities                               4,947,823             5,165,589
                                                              ---------------      ----------------

 Deferred Income Taxes                                                68,500                   -
                                                              ---------------      ----------------

 Common Stock, par value $0.001 per                                    9,973                 9,490
     share, 100,000,000 shares authorized,
     9,972,912 and 9,489,793 shares issued
     and outstanding at June 30, 2002
     and December 31, 2001, respectively
 Additional Paid In Capital                                        4,149,694             4,125,177
 Retained Earnings (Deficit)                                           3,179              (581,740)
                                                              ---------------      ----------------
                Shareholders' Equity                               4,162,846             3,552,927
                                                              ---------------      ----------------
 Total Liabilities and Shareholders' Equity                   $   15,881,233       $    14,852,130
                                                              ===============      ================

</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>

                               IPEC HOLDINGS INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three Months         Three Months          Six Months          Six Months
                                                        Ended June 30,       Ended June 30,      Ended June 30,      Ended June 30,
                                                             2002                 2001                2002                2001
                                                         (Unaudited)           (Unaudited)         (Unaudited)         (Unaudited)
                                                       ---------------      ---------------     ---------------     ---------------
<S>                                                    <C>                  <C>                 <C>                 <C>
 Sales                                                 $    4,163,131       $    4,274,971      $    6,790,290      $    7,305,607
                                                       ---------------      ---------------     ---------------     ---------------

 Operating expenses
   Cost of goods sold                                       2,822,997            3,083,250           4,646,236           5,635,950
   Selling                                                    244,345              165,289             400,125             294,040
   General and administrative                                 328,043              198,842             653,076             384,594
                                                       ---------------      ---------------     ---------------     ---------------
       Operating expenses                                   3,395,385            3,447,381           5,699,437           6,314,584
                                                       ---------------      ---------------     ---------------     ---------------
 Operating income                                             767,746              827,590           1,090,853             991,023
                                                       ---------------      ---------------     ---------------     ---------------

 Non-operating expense (income)
   Interest expense                                           164,174              221,477             311,601             447,737
   Other income                                                (3,656)              (4,054)             (8,867)            (10,539)
                                                       ---------------      ---------------     ---------------     ---------------
       Non-operating expenses, net                            160,518              217,423             302,734             437,198
                                                       ---------------      ---------------     ---------------     ---------------

 Income before taxes                                          607,228              610,167             788,119             553,825
 Income taxes                                                 199,400                  -               203,200                 -
                                                       ---------------      ---------------     ---------------     ---------------

 Net income                                            $      407,828       $      610,167      $      584,919      $      553,825
                                                       ===============      ===============     ===============     ===============

 Average Shares of Common Stock - Basic                     9,972,909            8,295,890           9,901,304           8,295,890
                                                       ===============      ===============     ===============     ===============

 Average Shares of Common Stock - Diluted                   9,972,909            8,995,890           9,901,304           9,124,461
                                                       ===============      ===============     ===============     ===============

 Basic Income Per Share                                $         0.04       $         0.07      $         0.06      $         0.07
                                                       ===============      ===============     ===============     ===============

 Diluted Income Per Share                              $         0.04       $         0.07      $         0.06      $         0.06
                                                       ===============      ===============     ===============     ===============


</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>
                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three Months         Three Months          Six Months          Six Months
                                                        Ended June 30,       Ended June 30,      Ended June 30,      Ended June 30,
                                                             2002                 2001                2002                2001
                                                         (Unaudited)           (Unaudited)         (Unaudited)         (Unaudited)
                                                       ---------------      ---------------     ---------------     ---------------
<S>                                                    <C>                  <C>                 <C>                 <C>
Cash Flows from Operating Activities
Net Income                                             $      407,828       $      610,167      $      584,919      $      553,825
Adjustments to reconcile net income to net cash
provided by operating activities
    Depreciation and amortization                             343,452              338,045             666,865             674,170
    Deferred Taxes                                             68,500                  -                68,500                 -
    Common stock issued for services                              -                    -                25,000                 -
    Capitalized interest                                      (20,000)               9,000             (12,000)             18,000
    Changes in Assets and Liabilities                             -                    -
      Accounts receivable                                    (509,876)            (480,018)           (947,613)         (1,150,385)
      Other receivables                                         7,933               (3,916)             24,135              41,877
      Inventory                                                33,844              214,111            (476,181)           (140,753)
      Prepaid Expenses                                         37,652                  -               (44,564)                -
      Accounts payable                                       (225,664)            (560,630)            143,479            (293,153)
      Accrued liabilities                                      69,388              (82,665)            125,085            (106,031)
      Taxes payable                                           131,100                  -               118,414               2,017
                                                       ---------------      ---------------     ---------------     ---------------
Net cash provided / (used) by operating activities            344,157               44,275             276,039            (400,252)
                                                       ---------------      ---------------     ---------------     ---------------

Cash Flows from Investing Activities
Purchases of property, plant and equpment                    (607,372)            (341,731)         (1,217,233)           (703,441)
Investment in and development of patents                       (2,038)             (29,766)             (3,672)            (86,832)
                                                       ---------------      ---------------     ---------------     ---------------
Net cash used in investing activities                        (609,410)            (371,497)         (1,220,905)           (790,273)
                                                       ---------------      ---------------     ---------------     ---------------


</TABLE>

                             (continued next page)

    The accompanying notes are an integral part of the financial statements.

                                       4

<PAGE>
                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three Months         Three Months          Six Months          Six Months
                                                        Ended June 30,       Ended June 30,      Ended June 30,      Ended June 30,
                                                             2002                 2001                2002                2001
                                                         (Unaudited)           (Unaudited)         (Unaudited)         (Unaudited)
                                                       ---------------      ---------------     ---------------     ---------------
<S>                                                    <C>                  <C>                 <C>                 <C>
Cash Flows from Financing Activities
(Repurchase) of preferred stock                                                                            -              (550,000)
Borrowing on bank line of credit                              930,000                  -               930,000                 -
(Repayments) of bank line of credit                          (460,362)             756,000            (825,000)            404,027
(Reduction) of capital lease obligations                      (30,877)             (15,118)            (67,685)           (378,786)
Increase (Decrease) in notes payable                         (247,919)            (278,518)            626,391           1,647,287
(Decrease) in amounts due to related parties                      -                555,298            (700,000)            205,298
                                                       ---------------      ---------------     ---------------     ---------------
Net cash provided by financing activities                     190,842            1,017,662             (36,294)          1,327,826
                                                       ---------------      ---------------     ---------------     ---------------

Net Increase / (Decrease) in cash                             (74,411)             140,440            (981,160)            137,301
Cash - beginning of period                                    107,632                8,510           1,014,381              11,649
                                                       ---------------      ---------------     ---------------     ---------------
Cash - end of period                                   $       33,221       $      148,950      $       33,221      $      148,950
                                                       ===============      ===============     ===============     ===============

Cash paid for interest                                 $      164,174       $      221,477      $      311,601      $      447,737
                                                       ===============      ===============     ===============     ===============
Cash paid for income taxes                             $        3,600       $          -        $       16,286      $          -
                                                       ===============      ===============     ===============     ===============
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       5
<PAGE>
                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS

1. INTERIM FINANCIAL STATEMENTS

     The accompanying unaudited balance sheets as of June 30, 2002 and December
     31, 2001 and statements of operations and cash flows for the three month
     and six month periods ended June 30, 2002 and 2001 have been prepared by
     IPEC Holdings Inc. ("Company") in accordance with the instructions for SEC
     Form 10-QSB and, accordingly, do not include all disclosures required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management of IPEC Holdings Inc. ("Company"), all
     adjustments, consisting of normal recurring accruals considered necessary
     for a fair presentation, have been included.

     The financial statements at June 30, 2002 include the accounts of IPEC
     Holdings Inc. and its wholly-owned subsidiary. Financial statements at
     December 31, 2001 and June 30, 2001 include the historical financial
     statements of International Plastics & Equipment Corp. See Note 2.

     Interim unaudited financial results should be read in conjunction with the
     audited financial statements included in the Company's Annual Report on
     Form 10-KSB for the fiscal year ended December 31, 2001.

     The results of operations for the six month periods ended June 30, 2002
     are not necessarily indicative of the operating results to be expected for
     the full fiscal year ending on December 31, 2002.


2. BUSINESS COMBINATION

     The Company was originally incorporated under the laws of the State of
     Nevada on December 11, 1985. In June 1998, a newly formed Board of
     Directors agreed to reorganize the Company under the name "Golden Hole,
     Inc." In May 2000, the Company filed Form 10SB12G with the Securities and
     Exchange Commission becoming a public company reporting under the
     Securities Exchange Act of 1934.

     On January 14, 2002, the Company entered into a share exchange agreement to
     acquire International Plastics & Equipment Corp. ("IPEC"). The Company
     closed its acquisition of IPEC pursuant to the terms of the share exchange
     agreement on January 28, 2002. Accordingly, as of January 28, 2002, IPEC
     became a wholly owned subsidiary of the Company.

     The Company issued 9,489,796 shares of its common stock to the shareholders
     of the IPEC and, following the acquisition, there were 9,954,796 shares of
     common stock of the Company issued and outstanding. After the closing of
     the share exchange agreement, Golden Hole, Inc. changed its name to IPEC
     Holdings Inc. The presentation of issued and outstanding shares of common
     stock previously presented have been changed to reflect this transaction.

     The transaction has been accounted for in the first quarter of calendar
     year 2002 as a reverse merger. As a result of the reverse merger, the
     operating entity, IPEC, has continued as the

                                       6
<PAGE>

                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


     operating entity under the IPEC Holdings Inc. name, and its historical
     financial statements have replaced those of Golden Hole, Inc.

     The unaudited consolidated revenues, net loss and loss per share of IPEC
     Holdings Inc. for the three and six months ended June 30, 2001 on a pro
     forma basis are substantially the same as those of International Plastics &
     Equipment Corp. for the same period.


NOTE 3 - INVENTORY

     As of June 30, 2002 and December 31, 2001, inventories consisted of the
following:

                                                              December 31,
                                            June 30, 2002         2001
                                            -------------    --------------
        Raw materials and packaging         $    336,266     $     247,798
        Work in process                          354,490           316,475
        Finished goods                         2,034,938         1,785,241
        Reserve for obsolescence and            (400,000)         (500,000)
          temporary decline in market value
                                            -------------    --------------
        Total Inventories                   $  2,325,694     $   1,849,513
                                            =============    ==============


NOTE 4 - ADDITIONAL FINANCING

     On February 28, 2002, the Company borrowed $1,150,000 in connection with
     the construction of a warehouse facility at its New Castle Pennsylvania
     location. The loan matures in August 2017 and bears interest at 7%. The
     loan is payable as follows:

         Six monthly payments, beginning March 15, 2002, of interest on the
         unpaid balance; then,
         Fifty-four monthly payments of $10,337; then,
         One hundred twenty-six monthly payments of $10,880.

     The loan is secured by all business assets of the Company and a second
     mortgage on real estate at its New Castle Pennsylvania location. The debt
     covenants include a requirement to maintain a debt service coverage ratio
     of 1.2 to 1.


NOTE 5 - COMMON STOCK

     On March 1, 2002, the Company issued 18,116 shares of its common stock
     valued at $1.38 per share to a firm serving as its investment advisor.



                                       7
<PAGE>
                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


     At a special shareholders meeting held April 4, 2002, the shareholders
     adopted Restated Articles of Incorporation (that effected the name change
     described in Note 2, above) and authorized additional capital stock
     consisting of 25,000,000 shares of Preferred Stock, $.001 par value per
     share.

     In April 2002, the Board of Directors approved the adoption of a
     non-qualified and incentive stock option plan (the "2002 Stock Option Plan"
     or "Plan").

     Under this plan, the Company may grant options to employees, officers,
     consultants, or directors of the Company or its subsidiaries. The plan will
     remain in effect until terminated, however, no options will be granted
     after the tenth anniversary of the plan's adoption by the Board. The
     aggregate number of shares under option may not exceed 995,000 or ten
     percent of the outstanding shares of the Company, whichever is greater.

     On May 21, 2002, the Company granted 60,000 options with an exercise price
     of $1.38 per share to two employees of the Company. These options vest 40%
     immediately, an additional 40% on May 21, 2003 and an additional 20% on May
     21, 2004. All of the options expire on May 21, 2012.

     Information relating to these options is as follows:
          Stock Options Outstanding:        60,000
          Remaining Life:                   10 years
          Value of Stock:                   $1.38
          Exercise Price:                   $1.38

     The Company has adopted only the disclosure provisions of Statement of
     Financial Accounting Standard ("SFAS") No. 123. It applies Accounting
     Principles Board ("APB") Opinion No. 25 and related interpretations in
     accounting for its plans and does not recognize compensation expense for
     its stock-based compensation plans other than for restricted stock and
     options issued to outside third parties.

     For purposes of computing the pro forma disclosures required by SFAS No.
     123, the fair value of each option granted is estimated using the
     Black-Scholes option-pricing model with the following assumptions: dividend
     yield 0%; expected volatility of 20%; risk-free interest rate of 3.75%; and
     expected life of 119 months. The fair value of each option computed under
     this method is $0.549.

     If the Company had elected to recognize compensation expense based upon the
     fair value at the grant date for awards under these plans consistent with
     the methodology prescribed by SFAS 123, the Company's net income and basic
     income per share for the three and six months ended June 30, 2002 would be
     as follows:


                                       8
<PAGE>

                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS

                                      Three Months      Six Months
                                       Ended June       Ended June
                                        30, 2002         30, 2002
                                      -------------   -------------
            Net Income
              As Reported             $    407,828    $    584,919
              Proforma                $    383,151    $    560,242

            Basic Income Per Share
              As Reported             $       0.04    $       0.06
              Proforma                $       0.04    $       0.06

     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options which have no vesting
     restrictions and are fully transferable. The Company's stock options have
     characteristics significantly different from those of unrestricted traded
     options.

     The deemed exercise of these stock options has not been included in the
     calculation of diluted earnings per share for the three and six months
     ended June 30, 2002 since the deemed value of the stock at June 30, 2002
     was the same as the option exercise price.


NOTE 6 - INCOME TAXES

     The Company accounts for income taxes under the liability method which
     requires that deferred taxes be computed annually on an asset and liability
     basis and adjusted when new tax laws are enacted or new tax rates become
     effective.

     Historically, the Company has had an unused tax net operating loss ("NOL")
     carryforward and no current or deferred income tax liability was recorded
     in the balance sheet. During the second quarter of calendar year 2002, the
     Company achieved a level of profitability such that the NOL (for financial
     reporting purposes) is likely to be exhausted in the current calendar year.
     Accordingly, during the second quarter, the Company recorded income taxes
     based on the anticipated effective tax rate for calendar year 2002

     The components of the provision for income taxes were as follows:



                                       9
<PAGE>
                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                Three Months     Three Months      Six Months      Six Months
                                 Ended June       Ended June       Ended June      Ended June
                                  30, 2002         30, 2001         30, 2002        30, 2001
                                --------------------------------------------------------------
<S>                             <C>              <C>              <C>             <C>
Federal Income Taxes
  Current provision             $    130,200     $      -         $   130,200     $       -
  Deferred provision                  68,500                           68,500
State and other income taxes
  Current provision                      700                            4,500
  Deferred provision                     -                                -
                                --------------------------------------------------------------
Total                           $    199,400     $      -         $   203,200     $       -
                                ==============================================================

</TABLE>

     The deferred tax liability arises principally because of differences
     between tax and book depreciation methods and useful lives.

     The differences between the provision for income taxes and income taxes
     computed using the U.S. federal income tax rate were as follows:

<TABLE>
<CAPTION>
                                            Three Months     Three Months      Six Months      Six Months
                                             Ended June       Ended June       Ended June      Ended June
                                              30, 2002         30, 2001         30, 2002        30, 2001
                                            --------------------------------------------------------------
<S>                                         <C>              <C>              <C>             <C>
Taxes at the statutory rate                 $    206,458     $    207,477     $   267,960     $   188,301
Increase (reduction) in taxes from:
  State and other income taxes,                      700                            4,500
  Use of Net Operating Loss Carryforwards        (17,115)        (207,457)        (78,617)       (188,301)
                                            --------------------------------------------------------------
Provision for income taxes                  $    199,400     $        -       $   203,200     $       -
                                            ==============================================================
</TABLE>

     In prior years, the Alabama Corporate Income tax was reduced substantially
     through use of NOL carryforwards for state tax return purposes, however, in
     late December 2001 the Alabama legislature suspended, for one year, the
     ability of all taxpayers to use NOL carryforwards. In light of the Alabama
     legislature's action with respect to calendar year 2001, the Company cannot
     provide any assurance that the Company's Alabama state NOL will be
     available in the current calendar year. Should the State of Alabama again
     suspend the availability of the use of NOL carryforwards in calendar year
     2002, the Company's reported income tax expense for the first six months of
     the calendar year would increase by approximately $9,000.



                                       10
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We acquired all of the issued and outstanding  shares of  International  Plastic
and  Equipment  Corp.  ("IPEC") in exchange for  9,489,796  shares of our common
stock  effective  January  28,  2002.   Following  the  acquisition  the  former
shareholders of IPEC held a majority of our total issued and outstanding  common
shares; IPEC was thereby deemed to be the acquiror. Accordingly, the transaction
has  been  accounted  for as a  reverse  takeover.  IPEC  has  continued  as the
operating entity and its historical  financial statements have replaced those of
the parent company.

The following  discussion of our results of operations  for the six months ended
June 30,  2002 should be read in  conjunction  with our  consolidated  financial
statements (unaudited) and related notes included therein.

OVERVIEW

We,  through IPEC,  are engaged in the  manufacture  of tamper  evident  plastic
closures and the design and fabrication of capping equipment.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002

THREE MONTHS ENDED JUNE 30. Operating income for the three months ended June 30,
2002 decreased  $59,844 (7.2%) from the comparable  2001 period.  Sales for 2002
decreased by $111,840  (2.6%) while 2002  operating  expenses  decreased by only
$51,996  (1.5%).  However,  2002  non-operating  expenses  decreased  by $56,095
(26.2%).  This resulted in 2002 income  before taxes being only  slightly  lower
than that of the previous year.

Costs of good  sold for 2002 was  lower  as a  percentage  of sales  (67.8%)  as
compared  to 2001  (72.1%)  due to  improvements  in  manufacturing  efficiency.
However, both selling expenses and general and administrative  expenses for 2002
increased  $79,056 (47.8%) and $129,201 (65.0%),  respectively.  These increases
reflect the addition of a sales  technician in 2002 and the costs of maintaining
a public reporting company.

We accrued  $199,400 of income  taxes  during the second  quarter of 2002 as our
unused tax net  operating  loss  carryforward  is likely to be  exhausted in the
current year.  As a result,  net income for the three months ended June 30, 2002
is $407,828, as compared to $610,167 for the three months ended June 30, 2001.

SIX MONTHS ENDED JUNE 30. During the six months ended June 30, 2002, we recorded
net income of $584,919, as compared to net income of $553,825 for the comparable
period of the previous year.

While 2002 sales  decreased by $515,317 (7.1%) for the six month period from the
previous year, cost of goods sold for the 2002 period was  significantly  lower:
$4,646,236  or 68.4% of sales,  as compared to  $5,635,950 or 77.1% of sales for
2001, reflecting an improvement in manufacturing efficiency.

                                       11
<PAGE>


Selling  expenses for the six months  ended June 30, 2002  increased by $106,085
(36.1%) from the previous year due to the addition of a sales technician.

General  and  administrative  expenses  for the six months  ended June 30,  2002
increased by $268,482 (69.8%) from the previous year. Since we were not a public
company in 2001,  the increase is due primarily to costs of compliance  with the
reporting  requirements  of the  Securities  and Exchange  Commission  and other
expenses related to being a public company.

Non-operating  expenses  decreased by $134,464  (30.8%) for the six months ended
June 30,  2002 as  compared  to the  previous  year,  due  primarily  to reduced
interest expense.  Interest expenses  decreased  $136,136 (30.4%) as a result of
reduced interest rates

As a result,  income  before taxes for 2002  increased by $234,294  (42.3%) over
2001. We recorded income taxes of $203,200 for 2002,  resulting in net income of
$584,919.

LIQUIDITY AND FINANCIAL CONDITION

At June 30, 2002, we had a working capital deficiency of $2,379,409, as compared
to a deficiency of $2,274,022 at December 31, 2001.

Our operations provided cash of $276,039 for the six months ended June 30, 2002,
as compared to $400,252 used in the previous  year. The increase in cash was due
primarily to increases in current liabilities.

During the six months  ended June 30, 2002,  we used  $1,220,905  primarily  for
property,  plant,  and  equipment,  as compared to $790,273  during the previous
year. We paid down our bank line of credit ($825,000), capital lease obligations
($67,685),  and amounts due to related  parties  ($700,000),  while borrowing an
additional $930,000 on the line of credit and $626,391 from other parties, for a
net use of $36,294 for financing activities. During 2001 fiscal year, $1,327,826
was  provided  by  financing  activities.  We  borrowed  $2,256,612,  paid  down
$378,786, and repurchased preferred stock for $550,000.

PLAN OF OPERATIONS

Our primary  strategy is to increase our plastic  closure sales by  aggressively
increasing our market share in the  non-carbonated  beverage  sector of the caps
and closures  industry.  Management  has  identified 4 areas of focus to support
this strategy:

(i)   Continuing  our commitment  to research and  development  leading  to  new
      product innovations;
(ii)  Emphasizing customer support and total product solutions;
(iii) Continuing to enhance low cost manufacturing capabilities; and
(iv)  Expanding sales initiatives.

                                       12

<PAGE>

We believe that we have in place  substantially  all of the  infrastructure  and
manufacturing  capability  required to support  growth to the $25 million dollar
revenue level.  We propose to increase  IPEC's capacity in the next 2 to 3 years
by 80% to 3.6 billion  closures at a marginal  capital  cost of $2.8 million for
tooling and molds.  IPEC's two  manufacturing  plants are  presently  capable of
producing 2.6 billion  closures  annually.  In 2001,  IPEC produced and sold 925
million closures, which is a utilization rate of approximately 36% of production
capacity.

Maintaining  IPEC's  manufacturing   readiness  requires  an  ongoing  financial
commitment  for  tooling,  molds,  and  warehousing  facilities.  We propose the
following capital expenditures through 2004:

     YEAR     DESCRIPTION                               AMOUNT         TOTALS
     ----     -----------                               ------         ------
     2002     Warehouse - New Castle facility....... $ 1,100,000
              Machinery and equipment...............     500,000
              Molds.................................     800,000
                                                     ------------
              Total 2002............................                 $ 2,400,000
     2003     Warehouse - Brewton facility..........     800,000
              Machinery and equipment...............     350,000
              Molds.................................     400,000
                                                     -----------
              Total 2003............................                   1,550,000
     2004     Machinery and equipment...............     350,000
              Molds.................................     400,000
                                                     -----------
              Total 2004............................                     750,000
                                                                     -----------
              TOTAL.................................                 $ 4,700,000
                                                                     ===========

To provide the cash  necessary to support this growth plan through 2004, we will
require additional financing of $3.4 million. Of this amount, management intends
to secure $1  million in equity  with the  balance in  long-term  financing.  In
addition,  it is anticipated that we will restructure all short-term  borrowings
through  conversion  to long-term  debt to conserve cash and improve our current
ratio.

FORWARD-LOOKING STATEMENTS

Under the "safe harbor" provisions of the Private  Securities  Litigation Reform
Act of  1995  (the  "PSLRA"),  we  caution  readers  regarding  forward  looking
statements  found in this report and in any other  statement  made by, or on our
behalf,  whether  or not in future  filings  with the  Securities  and  Exchange
Commission.  Forward-looking  statements  are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward  looking  statements  made by or on our behalf.  We disclaim  any
obligation to update forward-looking statements.


                                       13

<PAGE>

                            PART II OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

              We are not a party  to any pending legal  proceedings, other  than
              routine litigation deemed incidental to our business.

ITEM 2.       CHANGES IN SECURITIES

              None.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              None.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              At  a  special  shareholders  meeting  held  April  4,  2002,  the
              following matters were voted upon:

<TABLE>
<CAPTION>
            ----------------------------------------------------------------------------------------
                                                                                         ABSTENTIONS
                                                                                             AND
                                                                               VOTES     BROKER NON-
            MATTER VOTED UPON                                  VOTES FOR      AGAINST       VOTES
            ----------------------------------------------------------------------------------------
<S>                                                            <C>               <C>       <C>
            Adoption of Restated Articles of                   9,443,707         0         15,000
            Incorporation
            ----------------------------------------------------------------------------------------
            Adoption of new Bylaws                             9,443,707         0         15,000
            ----------------------------------------------------------------------------------------
            Adoption of 2002 Stock Option Plan                 9,443,707         0         15,000
            ----------------------------------------------------------------------------------------
</TABLE>

ITEM 5.       OTHER INFORMATION

              None.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    Exhibits:


              REGULATION
              S-B NUMBER                        EXHIBIT

                 2.1          Share Exchange Agreement between Golden Hole, Inc.
                              and International Plastics and Equipment Corp.
                              dated January 14, 2002 (1)

                 3.1          Restated Articles of Incorporation (2)

                 3.2          Bylaws (2)

                                       14

<PAGE>

              REGULATION
              S-B NUMBER                        EXHIBIT

                 4.1          Description of Series A Convertible Preferred
                              Stock (3)

                10.1          December 23, 1998 Loan Documents with First
                              Western Bank (3)

                10.2          January 13, 2000 Loan Documents with First Western
                              Bank (3)

                10.3          January 11, 2001 Loan Documents with Sky Bank (3)

                10.4          February 25, 2002 Loan Documents with Sky Bank (3)

                10.5          Series A Convertible Preferred Stock Purchase
                              Agreement dated January 1, 2000 (3)

                10.6          Consulting Agreement dated January 1, 2000 with
                              Sherwood LLC (3)

                10.7          Payment and Severance Agreement and Guarantee
                              dated January 2, 2001 (3)

                10.8          Consulting Agreement dated January 1, 2001 with
                              Sherwood LLC (3)

                10.9          2002 Stock Option Plan (2)

                21.1          Subsidiaries of the registrant (3)

             -------------
                  (1) Incorporated by reference to the exhibits to the
                      registrant's current report on Form 8-K dated January 28,
                      2002, file number 0-30721.
                  (2) Incorporated by reference to the exhibits to the
                      registrant's current report on Form 8-K dated April 15,
                      2002, file number 0-30721.
                  (3) Incorporated by reference to the exhibits to the
                      registrant's annual report on Form 10-KSB for the fiscal
                      year ended December 31, 2001, file number 0-30721.

              (b)    Reports on Form 8-K: The following reports on Form 8-K were
                     filed during the period covered by this report:

                     Form 8-K dated April 15, 2002      Reporting under Item 5
                     filed April 15, 2002               the new name of the
                                                        company, adoption of
                                                        restated articles of
                                                        incorporation, and
                                                        adoption of a stock
                                                        option plan.



                                       15
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    IPEC HOLDINGS INC.



Date:  August 6, 2002               By:      /S/ FREDERICK W. WAKELIN, JR.
                                       -----------------------------------------
                                                Frederick W. Wakelin, Jr.
                                                Chief Financial Officer















                                       16